Initial Statement of Beneficial Ownership (3)
June 22 2018 - 7:21PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Dubow Adam
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2. Date of Event Requiring Statement (MM/DD/YYYY)
6/14/2018
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3. Issuer Name
and
Ticker or Trading Symbol
BRISTOL MYERS SQUIBB CO [BMY]
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(Last)
(First)
(Middle)
BRISTOL-MYERS SQUIBB COMPANY, 345 PARK AVENUE
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
___
X
___ Officer (give title below)
_____ Other (specify below)
Chief Compliance & Ethics Offi /
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(Street)
NEW YORK, NY 10154
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock, $0.10 par value
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14698.152
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D
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Common Stock, $0.10 par value
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886.9731
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I
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By BMY Savings and Investment Program
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Market Share Units
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(2)
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3/10/2019
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Common Stock, $0.10 par value
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304.0
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(3)
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D
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Market Share Units
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(4)
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3/10/2020
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Common Stock, $0.10 par value
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741.0
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(3)
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D
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Market Share Units
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(5)
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3/10/2021
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Common Stock, $0.10 par value
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1354.0
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(3)
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D
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Market Share Units
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(6)
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3/10/2022
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Common Stock, $0.10 par value
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1663.0
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(3)
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D
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Performance Shares
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(7)
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3/10/2019
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Common Stock, $0.10 par value
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2218.0
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(7)
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D
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Performance Shares
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(8)
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3/10/2020
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Common Stock, $0.10 par value
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2707.0
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(8)
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D
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Performance Shares
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(9)
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3/10/2021
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Common Stock, $0.10 par value
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2495.0
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(9)
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D
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Restricted Stock Units
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(10)
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9/3/2018
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Common Stock, $0.10 par value
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797.0
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(11)
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D
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Explanation of Responses:
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(1)
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Based on plan statement as of most recent fiscal quarter.
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(2)
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These market share units will vest on March 10, 2019.
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(3)
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Each market share unit converts into the number of shares of common stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is a ratio of the average of the closing price on the measurement date plus the nine prior trading days divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor that must be achieved to earn a payout is 60% and the maximum payout factor is 200%.
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(4)
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One-half of these market share units will vest on each of March 10, 2019 and March 10, 2020.
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(5)
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One-third of these market share units will vest on each of March 10, 2019, March 10, 2020, and March 10, 2021.
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(6)
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Twenty-five percent of these market share units will vest on each of the first, second, third, and fourth anniversaries of the grant date, starting on March 10, 2019.
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(7)
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Each performance share converts into one share of common stock upon distribution in the first quarter of 2019, subject to a Total Shareholder Return modifier.
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(8)
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Each performance share converts into one share of common stock upon distribution in the first quarter of 2020.
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(9)
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Each performance share converts into one share of common stock upon distribution in the first quarter of 2021.
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(10)
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These restricted stock units will vest on September 3, 2018.
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(11)
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Each restricted stock unit converts into one share of common stock upon vesting.
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Remarks:
EXHIBIT LIST: EX-24 Adam Dubow Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Dubow Adam
BRISTOL-MYERS SQUIBB COMPANY
345 PARK AVENUE
NEW YORK, NY 10154
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Chief Compliance & Ethics Offi
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Signatures
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/s/ Lisa A. Atkins, attorney-in-fact for Adam Dubow
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6/22/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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